Food, family and memories are as intertwined in the South as if woven on the same thread. At any function we attend, from a party to a wedding to a funeral, we are as likely to talk as much about the food that was there, as we are about why we are gathered. ~Mary Foreman

I'm your cook, not your doctor. ~PAULA DEEN

I found out what the secret to life is: friends. Best friends. ~Ninny Threadgoode

Wednesday, December 17, 2008

This macaroni and cheese is insanely decadent, buttery, gooey, and over the top cheesy.

Southern Style Macaroni and Cheese

This is not a mac and cheese you want to serve once a week but more say for company, pot lucks, special occasions, events, or holidays ... but I so wanted to make it to share with you. Oh the sacrifice!

This recipe makes a huge casserole dish perfect for the holidays, but also can be easily halved. For the full recipe you'll need a large pan that will hold 8 quarts; for a half pan use a 4 quart dish. As with all macaroni and cheese, serve this hot, right out of the oven if you possibly can. To reheat casserole, stir in a little extra milk before heating.

You must follow this recipe exactly and make no substitutes! Use only the original version of Velveeta brand processed cheese - no generics, no lower fat varieties. Use whole milk. Use real, pure butter - not margarine, not a butter substitute. Use only block cheese that you shred yourself, since pre-shredded cheese has fillers and stablizers in it that may affect the outcome of the recipe, and use sharp cheddar, not mild. If you make substitutes or changes, your results will not be the same. There is a reason this is called special occasion!

Here are some marvelous reviews this macaroni

and cheese has received! Thank y'all so much!!

Steven W: I have been making mac and cheese for years and it has always been a disaster! I made it for my clients over Thanksgiving! You have saved my life. ALL HAIL DEEP SOUTH DISH! I own a catering company in Maryland and I use your recipes all the time. What a life saver! Thank you!

Karen F: I have to tell you that I tried your macaroni and cheese for thanksgiving, and it was a huge success. I have never been able to master mac and cheese, but I am the queen now.

Wendy H: Made your wonderful Holiday Mac and Cheese! My family raved about it! Also made your wonderful buttermilk biscuits!

Angel H. I made your Mac-n-cheese for Thanksgiving! It was amazing and will be the go to recipe from now on!

Butter or spray a large baking dish or casserole pan with non-stick cooking spray; set aside. For the full recipe you'll need a large pan that will hold 8 quarts; for a half pan use a 4 quart dish. Boil noodles, rinse, drain and set aside. Preheat oven to 375 degrees F. Shred the cheddar and jack cheeses, stir together and set aside. Meanwhile, pour 2 cups of milk into a large saucepan and warm over medium low heat. Cut up the Velveeta into chunks, add to the saucepan and cook over medium low heat until all of the cheese has melted. Add the additional milk only if needed to thin. Remove from the heat and set aside. Crack the eggs into a separate bowl and lightly whisk. Scoop out some of the cheese sauce and slowly add that to the eggs to temper them, continuously whisking as you add the liquid to the eggs. Once well tempered, add the eggs to the cheese sauce and whisk together until well mixed.

Add half of the elbow noodles to the baking pan and season with salt, pepper and Cajun seasoning. Slice thin layers of butter and spread them around on top of the noodles. Sprinkle 1/2 of the cheddar/jack cheese combo over the noodles. Ladle 1/2 of the Velveeta cheese sauce over that. Repeat the layers of noodles, seasoning, butter, cheddar/jack cheese, and Velveeta sauce.

Cook at 375 degrees F, uncovered for about 30 to 35 minutes, or until bubbly and lightly browned on top. Makes about 12 servings.

Cook's Notes: This is a big batch recipe, meant to feed a holiday crowd, but it also halves very nicely. Size matters with your pasta noodles also, so look for a medium cut elbow, not too small, not too large or jumbo. Do not make substitutes, use low or reduced fat products, margarine, or a generic brand processed cheese. I use Velveeta brand processed cheese, sharp cheddar (not mild), whole milk and Land O'Lakes brand pure butter. Do not substitute pre-shredded cheeses as they contain fillers and stablizers that will affect the results.

Material Disclosure: Unless otherwise noted, you should assume that post links to the providers of goods and services mentioned, establish an affiliate relationship and/or other material connection and that I may be compensated when you purchase from a provider. You are never under any obligation to purchase anything when using my recipes and you should always perform due diligence before buying goods or services from anyone via the Internet or offline.

I made this last night for a party we had. It was a hit with everyone but I have to tell you the biggest compliment came from my Hubby. First I have to tell you he hates my blogging hobby. It has been the cause of many fights. After he tasted your mac and cheese recipe and said how wonderful it was about 20 times he then said "you getting this recipe is worth your blogging!"That is as big of a compliment I've ever heard from my husband!Thanks!

Ok I just pulled it out of the oven and I couldnt wait for dinner to try it so I got myself a little bowl and it is sooooo good! I used Colby jack instead of chedder and jack and I am very impressed. My family is going to LOVE this one. I have yet to be disappointed with anything I have tried from your website! Having this and BBQ chicken pieces for dinner with of course another pitcher of the sweet tea :D I love to cook and have been looking for some good ole southern recipes that I loved as a child growing up in the dirty south of Tx and these definitely hit the spot! Thanks again

Oh I know not everybody is a fan of Velveeta but I most certainly am and well, sorry but I have to disagree about that taste comparison. I find it to be quite tasty actually. I have always been a fan, and always will be, and for mac & cheese, you cannot beat the creaminess it adds. But we can agree to disagree on that - happy Thanksgiving!

I'm a grown man, 53 years old who grew up southern and proudly still am.I LOVE to cook and always have. I thought I knew mac-n-cheese and that mine was best!But, I sat down and cried when I tried this!Mary, this brought back all the memories of covered dish suppers,dinner on the grounds at church, and all the homecomings growing up!But this is by far, better than any I ever had!My mother(who's the best southern chef I've ever known)who has taught me everything I know in the kitchen, cried the first time I ever made her pot roast and said "Kevin ,you amaze me!I You're a better cook than me..From now on you make the roasts"She is 86 now and not doing well in a nursing home.She hasn't eaten much in several days and mac -n-cheese is her favorite. When I brought her some of this last week,her eyes got wide open when she tasted this!She said" Kevin, I did'nt teach you this!Where did you learn to make this"?I told her of your blog as I watched her eat every bite!I left some in her fridge and the dietary staff and her roommate is having fits over how I made it(I'm keeping it a secret,haha).Mom is real popular now and residents and staff alike ask her, "Whens your son coming back Emma Jean?When,when,when"?"!!Thank-you soo much for helping me bring "comfort" to her when she needed it most!Her appetite has improved since ,and I think it was like a dose of TLC that she needed from a good ole plate of some "Down Home Love"!!Bless you Mary, I'll never make mine again.Love from Dixie!!

I'm a grown man, 53 years old who grew up southern and proudly still am.I LOVE to cook and always have. I thought I knew mac-n-cheese and that mine was best!But, I sat down and cried when I tried this!Mary, this brought back all the memories of covered dish suppers,dinner on the grounds at church, and all the homecomings growing up!But this is by far, better than any I ever had!My mother(who's the best southern chef I've ever known)who has taught me everything I know in the kitchen, cried the first time I ever made her pot roast and said "Kevin ,you amaze me!I You're a better cook than me..From now on you make the roasts"She is 86 now and not doing well in a nursing home.She hasn't eaten much in several days and mac -n-cheese is her favorite. When I brought her some of this last week,her eyes got wide open when she tasted this!She said" Kevin, I did'nt teach you this!Where did you learn to make this"?I told her of your blog as I watched her eat every bite!I left some in her fridge and the dietary staff and her roommate is having fits over how I made it(I'm keeping it a secret,haha).Mom is real popular now and residents and staff alike ask her, "Whens your son coming back Emma Jean?When,when,when"?"!!Thank-you soo much for helping me bring "comfort" to her when she needed it most!Her appetite has improved since ,and I think it was like a dose of TLC that she needed from a good ole plate of some "Down Home Love"!!Bless you Mary, I'll never make mine again.Love from Dixie!!

Oh my goodness Kevin now you have me in tears!! But... it's the good kind. This comment means the world to me, thank you so much for taking the time to share this. Much love to both you and your mother and many more happy dishes ahead!

You are gonna save my Thanksgiving!!! And I am all about cooking from scratch and with fresh ingredients... But Velveeta is like Cream of Mushroom Soup, or Sweetened Condensed Milk... It's not fresh or homemade, but an essential and traditional ingredient in the Southern kitchen! Way to go!!!

To the person who doesnt like Velveeta- all you have to do is get a large can of evap milk and heat it on med-lo heat. add sum butter and about a cup of sharp cheddar cheese. Its rich and creamy and so yummy instead of the fake cheese. This is to just replace the velveeta not the rest. =)

Hey there I plan on making this for Thanksgiving tomorrow, do you think it would be okay to mix everything tonight and then just bake it off tomorrow or do you think it would lose its creaminess and the pasta would get to mushy?

I prefer mac and cheese fresh myself so I never make it ahead, but you can make mac and cheese ahead of course. Can't attest to the change in quality personally though. Just either allow it to come to room temperature or allow extra time for cooking and if you're using toppings don't apply those until just before you cook it.

I made this for our Thanksgiving Dinner. It turned out wonderful. Nothing but praises from the entire family. Especially my 5yo grand daughter, who is the picky one in the family. She even ate it the next day. Thanks so much for all of your recipes. You have single handedly restored my love of cooking with all your recipes.

This was a huge hit for Thanksgiving. My sis isn't a fan of velveeta either so I just didn't tell her it was in it. Well, low and behold she just had to have the recipe. I seem to love all your recipes.....Thanks bunches!!!

My daughters eat the levers in a Mac and cheese burrito with jalapeño slices! We both love it! I just strolled across your sight and can not wait to try many more recipes. I lived in Louisiana from 4 hrs to 15 hrs of age. My family is all from Texas. So I am super excited!

Ms. Mary, OMG!!! I made your mac-n-cheese, candied yams, and Coca Cola ham for dinner today. My whole NEIGHBORHOOD came to eat! It was wonderful. I swear, this is the BEST macaroni and cheese, EVER!!!! My husband's eyes literally rolled back in his head. With each bite, my best friend had to stop and sigh. I almost died, it was just so good. Thank you so much for sharing. You're the southern Mama I never had!

Is the recipe above for Southern Style Special Occasion Macaroni and cheese the full version or the halved one? It says it can be halved to feed 6-8 people, but the directions say it is to feed 6-8. Just wanted to make sure I had the right size dish available. Thanks so much. Can't wait to try it!

Hi Rukhsana - thank you for pointing that out & sorry for the confusion. That was me playing around with some new coding that requires adding yield. The recipe as stated makes the big batch - probably around 12 servings or more, meant for holidays. Halved is the one that will yield about 6 to 8 servings. Hopefully I have clarified that. Thanks so much!!

Hi Adrienne! Yeah, this is a holiday recipe so even halved it still makes a fairly large casserole. I have never had any leftover but I think if you prtion it out into serving sizes in small freezer containers or else freezer bags & it should be fine. Hope you enjoyed it!

I made the full recipe for Easter this year. We hosted our family and several friends. Needless to say, it was the belle of the buffet!! My sister-in-law had two girlfriends staying with her so she took home some of the leftovers! They had it for supper the next day. The rest went home with our daughter and the grandkids. Guess I'll have to make another batch so we can have some leftovers!

gotta love me some mac and cheese, i'll have to add some ingredients to my next shopping list for sure. PS, will this one eventually have the add to recipe box? or am i blind and just missed it, thanxxxxxxxxxxxx

Hi BJ! A 9 x 13 will work if you're doing a half recipe. If you're doing the full recipe it needs about a 4 quart baking dish - like a small roasting pan. A 9 x 13 probably holds about 2 quarts, so potentially for the full recipe you would likely need two of those 9 x 13 inch pans. Hope that helps. Have a Happy Thanksgiving!!

Hi BJ! I just measured out my 9 x 13 x 2 inch baking dish. It held 12 cups - 3 quarts - but that is to the brim & won't allow for any expansion of the casserole. I would go with two 9 x 13s divided evenly and that'll be safe. Hope that helps!

Well Mary, I had asked you earlyer if I could put this dish together and cook it tomorrow, well could not wait for your answer, and went ahead and cooked it !!!! You have another winner here. OMG was SOOOOOOOOOOOO GOOD !!! Now if me and hubby can stop testing and eating it , I will just heat it up for Mothers Day Dinner.....This will be the only mac and cheese I will ever cook again. It did half very easy .Thanks Connie from Va

Thanks so much Connie - I'm thrilled that y'all enjoyed it!! Sorry I missed your question - was away from the computer & technology to spend some time with my family. I know that some readers have mentioned wanting to make it ahead, but I haven't done that personally so can't attest to how this dish does making it ahead.

Is there something that I could do to prevent the mac and cheese from becoming like scrambled eggs whenever it comes out of the oven? I did everything according to the recipe but when I use eggs in mac and cheese the eggs come out scrambled.

Hi again Jane! I've never had scrambled eggs in any sauce that is tempered well first. If you beat the eggs well first, then temper the eggs, by slowly adding a little bit of the hot cheese sauce to the eggs, while whisking, add a little more sauce to the eggs, while whisking, etc. you should not have any scramble. If you just add eggs directly to a hot sauce, you'll definitely get a scramble. Tempering the eggs is key anytime you make a sauce. However, if you find you have some little bits of scrambled egg, you can usually salvage the sauce before going forward, by straining it. Once you've scrambled the eggs with the hot sauce, the structure will not change through cooking further in the oven, so if you really scrambled them, you pretty much have to start over with your sauce. Hope that helps!

Hi Mary,I did temper it well(had hubby slowly add it whilst I continuously whisked it).Maybe its because I did not use enough Velveeta but regardless I will continue trying to perfect it until I get a creamy mac and cheese.

Now I'm really confused that you got a scrambled egg effect in your sauce! Now, if what you are referring to is a curdled effect, then it sure could be that you didn't have enough Velveeta ratio. Cheddar will often create curdled mac and cheese without some kind of processed cheese like Velveeta in the mix, which is why I love this recipe. I know that the amount of cheese is ungodly in this recipe - that's why I make it as my "special occasion" mac and cheese - it's pretty rich! But yeah, it's the Velveeta that is the key to making a nice, creamy mac and cheese like this, so you definitely need the full amount of it to get the same one pictured.

Oh good! Cheddar is notorious for curdling - that's why I use the Velveeta. It helps to balance that out. One day I'm gonna figure out how to make a mac and cheese without it that doesn't curdle though - I am determined!! In the meantime I've eaten a lot of mac and cheese LOL!! :)

Thanks I think i will do half and half or two different ones not a cheese fan but the kids are but when I eat it it has to be from someone's grandma and they always say sour cream 0_o so I'm ready to try it lol!

This is my favorite holiday mac & cheese because I like mine super cheesy & creamy. There are so many varieties of mac and cheese out there though. I have been working on a recipe for a gooey version (even thought that's not my favorite way) to put up here on the site & I can't tell you how many revisions of the recipe I wrote I have run through, but still haven't' gotten to my vision yet!! I keep trying though.

I hope everybody enjoys this version! I'll be anxious to see what you thought of the variation with sour cream. I'm sure that will just add more creaminess plus a little tang!

I made this yesterday for Thanksgiving. YUM!! I have been looking for a mac and cheese that maintains a creamy texture even when cooling off. This is it! It was creamy even when cold. The only thing I'll do differently next time is wait to bake it until just before I'm ready to serve. I baked it all the way through, and then it cooled off. When I reheated it, the top layer got a little tough. All in all, it's a keeper, and I will make it again. Thanks!

I have been making my famous Mac & cheese for years and am always asked to bring it to family gatherings. This year I decided to try your recipe and took it to our Christmas dinner. It was a huge hit! Everyone liked it better than my usual. Thanks...this will be my new Mac & Cheese recipe! So Good!

I made this for a family gathering on Sunday and it was a huge hit. It passed the mac & cheese test of my four year old niece, my 13 year old daughter and my hubby! All three picky mac&cheese eaters. Daughter said it was the best she ever had!

OMG, I made this tonight, and I think I died and went to Mac & Cheese heaven, this was the BEST, I mean BEST, did I mention BEST ever Baked Mac & Cheese I have ever eaten, This is my NOW & FOREVER recipe

OMG, I made this tonight, and I think I died and went to Mac & Cheese heaven, this was the BEST, I mean BEST, did I mention BEST ever Baked Mac & Cheese I have ever eaten, This is my NOW & FOREVER recipe

This was not creamy at all. All I did different was split it into two pans. The ingredients were so expensive. It was dry noodles with random globs of cheese from the cheddar. I don't know what went wrong.

I'm wondering Joei if you attempted to make this without the Velveeta and only cheddar? The reason I wrote it with Velveeta is because I do not like the way that cheddar turns out on its own, or even in combination with other cheeses such as the Jack cheese here, much like the result that you describe. Velveeta is what gives this mac and cheese it's special creaminess & is a necessary ingredient in this recipe!

PamMaDeeBravississima, Mary. We don't get to have this treat often, but it is always a delight! Served yesterday as a special side dish for Easter. I let the kids have samples beforehand while the rest of our meal was being prepared. They still ate more at dinner and some even had thirds. Truly a 5 star recipe. Thanks again!

I made this tonight and it was a total fail. It was not creamy at all and it tasted and looked like the cheese curdled. I've been making different mac and cheese recipes for years and they have never turned out this bad. I tempered the eggs perfectly and used the right amount of ingredients, but it was awful. It tasted disgusting to me, my 7 year old wouldn't even eat it and she loves mac and cheese.

Rikki, I'm publishing your comment even though I do find it excessively harsh since literally thousands of folks have made this recipe successfully and raved about it. Just reading the comments here are a small indication of what folks have said. Of course without being there in your kitchen I can't know how you made it, what you might have done differently, or what ingredients you used or left out (such as the Velveeta which is a necessary ingredient for this recipe). I can tell you that I have had many, many compliments on this recipe since it's publication in 2008, and I don't know or understand why it was a fail for you since you indicate that you did not make any variations in the ingredients or instructions.

This is definitely a creamy macaroni and cheese when made as written, with Velveeta and with no low fat or other substitutes, and it looks just like the photograph above which you can see has zero curdling. If you had curdling, it sounds to me like you left out the Velveeta, or maybe used a generic version. Otherwise, I can't imagine why you did not have the same results as everybody else. So sorry it didn't work out for you.

I made this recipe exactly as is for Easter and we LOVED it! I was craving something comfort food-y tonight, so I decided to make it again, except this time, I did add sliced smoked sausage to it (and therefore cut down on the butter just a little bit because of the grease in the sausage...). It's in the oven now and I'm so excited about it I can't hardly stand it! Thanks so much for sharing such a tasty recipe.

By the way -- it turned out delicious! if anyone is thinking about adding sausage to this dish, I would suggest cutting the butter in half because of the grease in the sausage (obviously not the case with turkey or chicken sausage). It turned out phenomenal, and I had it for dinner last night and for breakfast, lunch, snack, dinner and snack today....no kidding. It's so yummy!

I typically use unsalted so that I can control the salt elsewhere. There's quite a bit of salt in cheeses! You can use either of course, just keep in mind those additional sources of sodium within the recipe when you do use salted butter.

Mary Mary!!! I love the Mac and cheese!!! I have been waiting on a recipe like yours. You surely put a lot of soul in this!!! My family love it. This will be my signature dish for the Holidays!!!!! Thanks!!!

Ok, um, can barely type 'cause wolfing down my mac and cheese, but HAD to jump right on here and say YUUUUUUM! This is so delicious. Thank you for the recipe. I feel LOVED by a pasta dish at the end of a really tough day. How weird is that?

On the Velveeta ... it's a processed American cheese product so if you have access to an American cheese that would work. There are also homemade Velveeta recipes around the net, however, I've never made this with anything but the Velveeta brand cheese. It helps to stabilize the dish, makes it super creamy and prevents that nasty curdling that can happen with macaroni and cheese. I really can't attest to any substitutes!

Mary I just got done writing this recipe down! Im going to the store today and getting all that cheese! ;p I have been searching online for a Mac and Cheese recipe for a side for Thanksgiving this year and this is it for sure! Thank you for posting, I'll be traveling about 45 minutes or so away I'll also be cooking this dish in one of those aluminum roasting pans the ones at Walmart you can buy. I was wondering what you think the best way to travel with it to keep it nice and warm until I get there. Thank you

Hey Brooke! Just don't sway from the ingredients that are listed and I know everybody will love this!! Your best bet is one of those insulated carriers, something like like this. There are a lot of different ones so this is just an example & I'm not sure but Walmart may even have some. I have one of RR's carriers for a 9 x 13 pan that I bought off of Amazon and you won't believe how well they work to keep things hot. Just make sure you get one that has the shiny, reflective insulated interior. Absent that, cover the casserole with several layers of aluminum foil and place it on a towel lined rimmed baking sheet. Then wrap the whole thing with aluminum foil and then wrap with a couple of towels. I've done that before too!

Sounds easy enough! Those cheese prices kicked my butt today at the store! It will be worth the reaction from family though that's for sure hahah Definitely a Special Occasion Mac and Cheese I cant wait to cook it! I will be back to tell you how awesome I know its gonna be.

No kidding! Grocery prices overall have gotten ridiculous anymore. I can't get out of the store even on a short trip for much less than $100 nevermind the big restock trips, yikes!! I hope everybody enjoys the mac and cheese Brooke & happy Thanksgiving!

Gosh Riana, I'm so sorry but I could swear that I had already answered this a couple days ago!! Anyway, yes it is uncooked, dry elbow macaroni, so you'll need a 2 pound bag or two 1-pound bags for the full recipe.

Hey Kristen! I have not experimented with this recipe for the crockpot so I can't recommend it personally until I do!

I've written a few other mac & cheese recipes a little less decadent than this one trying to come up with one I like for a slow cooker & I've just not been at all pleased with any of them so far, so not sure I'm gonna be a fan of the crockpot for mac & cheese to be honest! I'm sure I'll keep trying, but it's a little costly to experiment with all this cheese!!

I would recommend making it exactly as written for the oven the first time you make it, then if you decide to go for it & experiment with the slow cooker, you'll know if it comes out the same. Let us know too!!

Hi Cindi! I know that folks use preshredded cheese all the time for things like mac and cheese, however, for this recipe I have only ever used pure block cheese.

The problem with preshredded cheese is that it contains fillers and stabilizers that could affect your results and you might end up with something you don't like. I recommend following the recipe as it is written the first time you make it, using pure, block cheese you shred yourself, and then if you make it another time and want to use the preshredded cheeses, you'll be able to see the exact results between the two types of cheeses. To save a little time, you can do the shredding in advance too. Hope that helps!

Thank you so much for your reply, I will do as you say, I am already SOOOO nervous to make it for the guest the first time, because of the "scrambled egg thing" Hopefully I won't have that problem....never "tempered" anything.....

Just remember - tempering is simply adding hot to cold, a little at a time, while keeping the cold moving rapidly. All you're doing really is warming the cold, then once the cold is warmed up, you add that all to the hot. It's a gentle process to keep it from scrambling the eggs, just add the hot in slow, beat the eggs as you add it!

I'm glad I found this recipe. I am making a southern based thanksgiving meal, and this is the second dish on my menu that I have decided on (the other is the Southern Succotash). My macaroni and cheese has always been OK, just used butter, Velveeta, evaporated milk and a little cheddar, so it was "meh". I am a good cook however, and am planning to go all out this year.,.....so I am excited to try it. I will check back after Thanksgiving! Now, off to find a good Corn Bread Stuffing recipe......:)

This one has wonderful reviews - just don't make any substitutions the first try! There's a button on the left-hand sidebar until Thanksgiving too which will lead you to a page listing a complete southern thanksgiving menu as well as a whole bunch of alternate dishes. Welcome and enjoy!! Happy Thanksgiving Kathryn!!

Hi Mary, just want to let you know I love your site and an definitely planning on trying out some of your recipes, starting with this one! One question though; do you use small or large elbow macaroni for this recipe?

I guess it would be the small ones, though not the tiny ones! They are more of a medium, or what would be considered a standard elbow. The brands I use are either Luxury or Ronco in the 2 pound bag. It's not marked size-wise, and they look small, but they double in size when they cook.

I guess I should say instead, look for a more medium cut pasta. I picked up the Ronco 2 pound bag this year and it seemed like I had a lot more cooked pasta. You want an elbow noodle that is more of a medium cut, but not the jumbo or large either!

I love, love, love this recipe. It is my go to for all things mac n cheese. I used to hate eggs in mac n cheese (because it as so custard-y) but now it is the only way I make it. Thank you so much for this recipe; it's almost as good as my dearly departed mothers - she took her recipe with her ;-)

I don't usually comment on recipes I find, but this one definitely deserved some feedback. After the first bite, I wanted to do a victory dance around the kitchen for finally making the best macaroni and cheese Ever!! It was so creamy and good, I think I almost went into a cheesey coma after my first plate! Even the leftovers were delicious the next day :) So thank you so much for this recipe ma'am...I applaud you.

Btw, for anyone not knowing whether to half the recipe or not, I halved it and it still made soo much. I cooked it in a 9x13 dish and it was at the rim almost overflowing. So I would not make the original unless you have a bunch of people to feed or you don't mind eating leftovers for a week or longer lol.

I'm so glad you enjoyed it Erin & thanks so much for letting me know. I appreciate that!

This is a definitely the big batch casserole perfect for the holidays, but also can be easily halved for 6 to 8 servings. Halved it fits nicely into my CorningWare 2 1/2-quart casserole dish - the full recipe I do in my old CorningWare 4-quart roaster!

Well, I had to tell you that this turned out GREAT and "heavenly" just as you said it would. Don't take it from me though. I brought this to my parents house and my Dad yells out, "Who made the Mac and Cheese?". He never does this. His Gran is the only cook he has ever truly loved. He even asked me for the recipe later on! Finally some real southern food!!! It is now on my completed pins board. Can't wait to make more of your recipes!

Oh my, it sounds delicious! I'm a bit reluctant though because my grandmother has always made the best mac n' cheese. I hated the dish until I tried a taste of my grandmother's then I was hooked on it. I compare every mac n' cheese dish to hers. Well, she's passed away now and my auntie SWEARS she knows the secret recipe so this is one that she's going to make for Christmas dinner. But i will keep this recipe on the back burner so I can test it out with my hubby and son. :)

Hi Julia! I have not experimented with this recipe for the crockpot so I can't recommend it personally until I do!

I've written a few other mac & cheese recipes a little less decadent than this one trying to come up with one I like for a slow cooker & I've just not been at all pleased with any of them so far, so not sure I'm gonna be a fan of the crockpot for mac & cheese to be honest! I'm sure I'll keep trying, but it's a little costly to experiment with all this cheese!!

I would recommend making it exactly as written for the oven the first time you make it (This is a big batch holiday recipe, but you can do a half recipe) then if you decide to go for it & experiment with the slow cooker, you'll know if it comes out the same. Let us know too!!

I made this for Thanksgiving and it was outstanding!!! , the best i have ever made and it will forever be my go to mac and cheese recipe !!! matter of fake im making it tonight for my birthday dinner and will be making it again for christmas lol

I made this for thanksgiving, but somehow it turned out dry. Im not sure if I should just try adding more than 2 1/2 cups milk or what. I want to try again because even though it was not moist enough, it still had a great flavor. Im going to try to make this again for Christmas, but I hope it turns out better. Suggestions? Anyone else have this problem/.

Haven't had that issue, but I don't think adding a bit more milk would hurt it. Make sure that the elbows you are using are a medium cut. If they are too small, 2 pounds will actually end up making too much pasta and that could cause you not to have enough sauce once it's cooked. I usually use the Luxury brand of elbows but this year I picked up the Ronco pasta and it seemed like I had a lot more pasta!

Mary! OMG! That's all I can say girl! YOU CAN COOK! My Mac & Cheese came out WONDERFUL! My husband even said you can start taking this our family gatherings and give his Mother a break. :-) I made it last night and I reviewed several recipes online and something made me select yours...I am SO happy I did. I will say we had A LOT since it's only 2 of us, but I was able to give some to my friend and they LOVED it too! Please keep the recipes coming...I am your new fan! Go Mary!

Thank you so much Buttercupy!! I'm glad you took the plunge & gave it a try. It does make quite a lot, even halved but it's perfect for those church suppers, potluck and family celebrations!! So happy to hear y'all enjoyed it & tell you husband thanks for the kudos too!

Mary Mary Mary.....I made this recipe today with the help of my son. Hands down the BEST macaroni and cheese I have ever made. I did a half recipe, I was worried about not having enough liquid so added just a little bit of heavy cream over the top and sides. Total perfection! I would say that I would not try to put it together ahead of time and then cook the next day as I feel that the macaroni would tend to soak up the liquid and it would be drier. Freshly made is the way to go! Thank you AGAIN for all the hard work you do for US. I would like to link to your recipe through Facebook if I may.

I have never used pre-shredded cheese for this recipe so I can't tell you how that will affect the final outcome but I suspect it will be dry. Pre-shredded cheese contains fillers, stabilizers and other non-cheese stuff such as starch to help keep the cheese from sticking together, but it also dehydrates the cheese and when you take away moisture from cheese, it does affect the way that it reacts to longer exposure to heat. Freshly grated cheese melts more evenly, is more smooth and has a creamier texture, so while I do occasionally use pre-shredded cheeses for convenience, my preference when baking is always block cheese I shred myself. The little bit of work is truly worth the effort!

Hi Melanie! Well, yeah, this is a no holds barred on the deliciousness that fats provide (cheese and butter) but it's also quite a large batch recipe - intended for the holidays. In other words, it makes a LOT, though it may also be successfully halved and still makes quite a bit. When made as written (with no adaptations), it is an awesome recipe, but intended only for special occasions and not as an everyday side!

I just wanted to say that this is THE macaroni and cheese recipe I make when I want people to swoon and generally just flip out over how good my mac-n-cheese is! Thank you so much for sharing and helping me to look like a mac-n-cheese queen! :-D

Hi beautiful Mary! I'm making your infamous Mac n Cheese again, but this time in my new convection oven and need suggestions on the temp & baking time. Thanks for ALL you do. PS I'm making it for the office and I'm a little nervous. Wish me luck. ��

Aw, you are too sweet! I actually just bought new appliances for my kitchen when we moved a few months ago. I actually now have a matching suite of appliances - first time ever in my life lol! Anyway, my oven is also convection, actually it has both bake and convection so it's an experiment for me too still. Although I have not done my mac and cheese in it on convection yet, I have found that I pretty much just need to lower the temp by about 25 degrees and bake it for a shorter time. Try it at 350 degrees and check at 20/25 minutes to see if it's bubbly yet and hot and melty in the middle. If not let it go and check every 5 minutes. The time here is really just an estimate anyway - I've found sometimes the time is spot on and others I've had to let it cook for 10 to 15 extra minutes. With convection, it's all an experiment!

Hi Mary! Thank you for responding so quickly. So, another quick question, to cut the recipe in half – just cut all the ingredients in half too? Do you have any other advice? What about the milk? I am a visual person so it would be 1 pound of macaroni, ½ pound of sharp cheddar & Monterey, 1 pound of Velveeta, 1 cup of milk, 2 large eggs and 1 stick of butter. Have you made the recipe in half before? As always, thank you for providing AWESOME, YUMMY, STICK TO YOUR GUT, HEAD SHAKING, WHO MADE THIS DISH recipes. You are heaven sent, as I continue to master your recipes.

Hi Mary,this recipe is amazing, and overall I find myself on your blog more than almost anywhere else (Costco and Amazon). Thank you so much for the delicious food inspiration!!If I wanted to make this less creamy and more "macaroni pie" or holds together more, could I just add more egg to achieve this?

Thank you so much Michelle - coming from a kook for Amazon ::waves wildly:: that's a great compliment!! The real creaminess for this recipe comes from the Velveeta, so if you want more sticky I would try exchanging out some of that for additional hard cheese. I've not experimented from this recipe so if you give it a try please let me know how you liked the results!

Hello Mary, I am soooo excited about using this recipe for Thanksgiving dinner this Thursday! I can't wait! I am using the full recipe as we are expecting a bunch of people over, however, I do not have a 4qt casserole dish. I was looking at those throw away pans, you know like the Hefty EZ foil pans that are usually in the grocery store but everytime I google 4qt, only the 3qt one pops up. I won't be able to split the recipe up into two dishes because I'll have other things in the oven going at the same time. Do you have any suggestions of which of those pans I could use for the full recipe? Thanks in advance!! :-)

When I do the full recipe I do it in a roaster - it holds about 2 gallons+ of liquid with a bit of room to spare - so you'll need something that holds about 8 quarts for the full recipe. A half recipe fits very nicely in my 4 quart baking pan, and to be honest, it's still quite a lot. With all of the other dishes at Thanksgiving that may be enough for your group!

I made this Mac and cheese recipe at a gathering a few months ago. It was gone in less than an hr! I have know been crowned the Mac and cheese person at ALL gatherings now lol. It's the best Mac and cheese I have EVER tasted! Thank you for sharing this recipe. I'm making it for Thanksgiving dinner tomorrow, also!

Full disclosure- I am on a gluten free, wheat free and mostly dairy free program for life. I crave this classic comfort like a junkie craves crack. I tweaked your recipe and used full fat coconut milk instead of dairy, Daiya dairy free cheese and ghee as a butter subsitute for Thanksgiving. It was one of the BEST macaroni cheese casseroles I have EVER eaten! My husband is going crazy over it, fighting me for it! LOL....

I thank you so much for this recipe, but I'm a rebel to the bone and I'm so glad that my experiment worked! This will be my go-to when I crave this all-American classic.

Oh wow, awesome!! I'm so glad that you were able to use this recipe as a backbone - it really is a favorite around here. Thank you SO much for taking the time to come back and share your tweaks for our GF readers. I know that they will be thrilled!!

I made this for my inlaws' Thanksgiving yesterday and it was such a hit, everyone raved about it and want me to bring it to all holiday meals! Thanks for helping me start a new tradition with my new family!

I have been on a 4 year quest for the perfect homemade mac n cheese recipe and I have finally found it! It is so creamy and cheesy and delicious and perfect! I made it today for our Thanksgiving dinner and it was a hit! The kids especially loved it!

A lot of folks like the stringy mac and cheese but I'm in the same camp as you - I want creamy!! I'm so glad y'all enjoyed my recipe and thank you especially for taking the time to come back by and let me know!!

I've tried writing several mac & cheese recipes for the crockpot and I've not been happy with a single one of them so far. Seeing as it's not exactly an inexpensive venture, I'm not sure how much more I'll experiment!

I always recommend making a recipe exactly as written the first time you make it, then if you decide to experiment with the slow cooker, you'll have something to compare it to. Please let us know if you give it a try!

The first time commenting on your site. I have been a fan for sometime and always wanted to try one of your recipes. I tried this mac and cheese last night. OMG!! My 10 year old went berserk. I gave her a VERY generous portion and she still came back for seconds. I even ate a block out of the pan before I served dinner. I am so tired of eating dry mac and cheese especially when going to someone's home for dinner. This is my new recipe. Look forward to trying the Everyday Mac and Cheese recipe.

I am so excited to try this.Being from the south myself I am always looking for this recipe.It looks a lot more creamy than I thought it would after seeing 4 eggs go into it.I think I will pretend its a holiday so I can have it this week.Thanks so much.

It's that Velveeta Jodie! There are people who knock it but I once heard Martha Stewart say that the only way to get the rich creaminess so many of us love, is to include some "processed cheese" like Velveeta or American! This recipe is wonderful - I hope that y'all enjoy it too.

Thanks for taking the time to comment - I love hearing from readers and I read every single comment and try to respond to them right here on the site, so stop back by!

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